JPMORGAN CHASE & CO. - Irish Stock Exchange

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TERMS AND CONDITIONS OF THE NOTES The following is the text of the terms and conditions that, subject to completion and amendment and as supplemented or varied in accordance with the provisions of Part A of the applicable Final Term (or terms of a Prospectus, as the case may be), shall be incorporated by reference into each Global Note (as defined below) and to each of the definitive Notes or Certificates (if any) if so permitted by the relevant stock exchange and agreed by the Issuer and the relevant Dealer or, if not so permitted and/or agreed, either (i) the full text of these terms and conditions together with the relevant provisions of Part A of the Final Term or the Prospectus, or (ii) these terms and conditions as so completed, amended, supplemented or varied (and subject to simplification by the deletion of non-applicable provisions), shall be attached to each Global Note in temporary or permanent form or endorsed on such Bearer Notes or on the Certificates relating to such Registered Notes. References in the Conditions to “Notes” are to the Notes of one Series only, not to all Notes that may be issued under the Programme. The Notes are issued by JPMorgan Chase & Co. (the “Issuer”) pursuant to an amended and restated Agency Agreement dated 14 January 2009, as amended and restated from time to time (the “Agency Agreement” between (i) the Issuer, (ii) The Bank of New York Mellon as issuing and principal paying agent and agent bank (the “Agent”, which expression shall include any successor agent and together with the Irish Paying Agent, the “Paying Agents”, which expression shall include any successor paying agents) and as transfer agent (together with the New York City Registrar and the Luxembourg Registrar, the “Transfer Agents”, which expression shall include any additional or successor transfer agents), (iii) BNY Financial Services PLC as paying agent (the “Irish Paying Agent”, which expression shall include any successor paying agent in Ireland), (iv) The Bank of New York Mellon, New York City office as transfer agent and registrar (the “New York City Registrar”, which expression shall include any successor registrar in New York City) and as exchange agent (the “Exchange Agent”, which expression shall include any successor exchange agent) and (v) The Bank of New York (Luxembourg) S.A. as transfer agent and registrar (the “Luxembourg Registrar”, which expression shall include any successor registrar in Luxembourg). References herein to the “Registrar” are to The Bank of New York Mellon or The Bank of New York (Luxembourg) S.A. as specified in the applicable Final Terms or Prospectus. The Noteholders, the Receiptholders and the Couponholders (each as defined below) of Notes cleared through Euroclear Bank S.A./N.V.(“Euroclear”) and/or Clearstream Banking, Société anonyme, Luxembourg (“Clearstream, Luxembourg”) and/or a nominee for The Depositary Trust Company (“DTC”) are entitled to the benefit of a deed of covenant (the “Deed of Covenant”) dated 14 January 2009 and made by the Issuer. The original of the Deed of Covenant is held by the Common Depositary for Euroclear and Clearstream, Luxembourg. Copies of the Agency Agreement and Deed of Covenant are available for inspection during usual business hours at the principal office of the Agent (currently at One Canada Square, Canary Wharf, London E14 5AL) and at the specified offices of the Paying Agents and the Transfer Agents. Copies of the applicable Final Terms or Prospectus are obtainable during normal business hours at the specified office of each of the Paying Agents save that, if this Note is an unlisted Note of any Series, the applicable Final Terms or Prospectus will only be obtainable by a Noteholder holding one or more unlisted Notes of that Series and such Noteholder must produce evidence satisfactory to the Issuer and the relevant Paying Agent as to its holding of such Notes and identity. The Noteholders, the Receiptholders and the Couponholders (as defined below) are deemed to have notice of, and are entitled to the benefit of, all the provisions of the Agency Agreement, and Deed of Covenant and the applicable Final Terms or Prospectus which are applicable to them. The statements in these Terms and Conditions include summaries of, and are subject to, the detailed provisions of the Agency Agreement. Words and expressions defined in the Agency Agreement or used in the applicable Final Terms or Prospectus shall have the same meanings where used in these Terms and Conditions unless the context otherwise requires or unless otherwise stated and provided that, in the event of inconsistency between the Agency Agreement and the applicable Final Terms or Prospectus as the case may be, the terms of the applicable Final Terms or Prospectus will prevail. 1. Form, Denomination and Title The Notes are issued in bearer form (“Bearer Notes”), in registered form (“Registered Notes”), in each case in the Specified Currencies and Specified Denomination(s). The “Specified Currency” and “Specified Denomination” of a Note shall be, respectively, the currency and denomination which is specified as such in the applicable Final Terms or Prospectus. In the case of any Notes which are to be admitted to trading on a regulated market within the European Economic Area or offered to the public in a Member State of the European Economic Area in circumstances which require the publication of a prospectus under Directive 2003/71/EC, the minimum Specified Denomination shall be at 38
least €50,000 (or the equivalent of such amount in another currency as at the date of issue of the Notes) and, in the case of Registered Notes only, integral multiples of €1,000 (or the equivalent in any other currency as at the date of issue of the Notes) above such Specified Denomination as specified in the applicable Final Terms or Prospectus. No definitive Certificates will be issued with a denomination above €99,000. Bearer Notes may be issued in new global note (“NGN”) form. Bearer Notes represented by temporary Global Notes or permanent Global Notes will be delivered to a common safekeeper (the “Common Safekeeper”) for Euroclear Bank, S.A./N.V. (“Euroclear”) and/or Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) (if in NGN form) or a common depositary (the “Common Depositary”) (if not in NGN form). Registered Notes are represented by registered certificates (“Certificates”), and, save as provided in Condition 2(d), each Certificate shall represent the entire holding of Registered Notes by the same holder the minimum denomination of Restricted Notes will be at least U.S.$100,000 (or its equivalent in any other currency rounded upwards as agreed between the Issuer and the relevant Dealer(s)), or higher integral multiples above such minimum denomination specified in the applicable Final Terms or Prospectus, in certain limited circumstances described herein. This Note is a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note, a Credit Linked Note, an Equity Linked Note, an Index Linked Interest Note, an Index Linked Redemption Note, an Instalment Note, a Dual Currency Note or a Partly-paid Note, a combination of any of the foregoing or any other kind of Note, depending upon the Interest and Redemption/Payment Basis. Bearer Notes in definitive form are serially numbered and are issued with Coupons (“Coupons”) (and, where appropriate, talons for further Coupons (“Talons”)) attached, save in the case of Notes that do not bear interest, in which case references to interest (other than in relation to interest due after the Maturity Date), Coupons and Talons in these Conditions are not applicable. Any reference herein to Coupons or coupons shall, unless the context otherwise requires, be deemed to include a reference to Talons or talons. Definitive Notes repayable in instalments have receipts (“Receipts”) for the payment of the instalments of principal (other than the final instalment) attached on issue. Global Notes do not have Receipts, Coupons or Talons attached on issue. The Final Terms for this Note (or the relevant provisions thereof) is attached to or endorsed on this Note (or Certificate representing the Notes) and supplements these Terms and Conditions and may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with these Terms and Conditions, replace or modify these Terms and Conditions for the purposes of this Note. References to the “applicable Final Terms” are to the Final Terms (or the relevant provisions thereof) attached to or endorsed on this Note (or, as the case may be the Global Certificates or Certificate representing the Notes). Notes may be issued from time to time in a form which significantly amends these Terms and Conditions, in which event, (in the case of Notes intended to be listed on the Irish Stock Exchange) a separate Prospectus will be drawn up. References herein to the “Prospectus” are to the terms of such Prospectus which may incorporate by reference these Terms and Conditions and/or supplement these Terms and Conditions and/or specify other terms and conditions which shall to the extent so specified or to the extent inconsistent with these Terms and Conditions, replace or modify the Terms and Conditions for the purposes of such Notes. Any reference to “Noteholders” or “holders” in relation to any Notes shall mean the holders of the Notes or the person in whose name a Registered Note is registered (as the case may be). Any reference herein to “Receiptholders” shall mean the holders of the Receipts and any reference herein to “Couponholders” shall mean the holders of the Coupons and shall, unless the context otherwise requires, include the holders of the Talons. As used herein, “Tranche” means Notes which are identical in all respects (including as to listing) and “Series” means a Tranche of Notes together with any further Tranche or Tranches of Notes which are (i) expressed to be consolidated and form a single series and (ii) identical in all respects (including as to listing) except for their respective Issue Dates, Interest Commencement Dates and/or Issue Prices. Any Bearer Note the principal amount of which is redeemable in instalments is issued with one or more Receipts attached. 39
Page 1 and 2: Base Prospectus JPMORGAN CHASE & CO
Page 3 and 4: Neither the Arranger nor the Dealer
Page 5 and 6: Each prospective purchaser of Notes
Page 7 and 8: GENERAL DESCRIPTION OF THE PROGRAMM
Page 9 and 10: The Issuer’s filings with the SEC
Page 11 and 12: and/or Consolidation: Maturities: D
Page 13 and 14: nominee for a Common Depositary of
Page 15 and 16: dates on which, and the amounts in
Page 17 and 18: RISK FACTORS The risk factors descr
Page 19 and 20: JPMorgan Chase’s acquisitions and
Page 21 and 22: JPMorgan Chase faces significant le
Page 23 and 24: this could cause JPMorgan Chase to
Page 25 and 26: The success of the acquisition will
Page 27 and 28: (iv) (v) understand thoroughly the
Page 29 and 30: Inverse Floating Rate Notes Inverse
Page 31 and 32: objectives or strategies or have be
Page 33 and 34: Legal Investment Considerations May
Page 35 and 36: “ANY UNITED STATES PERSON WHO HOL
Page 37 and 38: Delivery of Notes On or after any d
Page 39 and 40: notices to the holders of Notes of
Page 41 and 42: amended (the “Exchange Act”), o
Page 43: Pre-Issue Trade Settlements It is e
Page 47 and 48: euro, a day on which commercial ban
Page 49 and 50: Interest Notes will be determined i
Page 51 and 52: Transfer Agents (if applicable) and
Page 53 and 54: “D(2)” is the calendar day, exp
Page 55 and 56: (b) Early Redemption of Zero Coupon
Page 57 and 58: (f) Partly Paid Notes Partly Paid N
Page 59 and 60: Currency) equal to the sum of the v
Page 61 and 62: (C) Notice Upon the occurrence of a
Page 63 and 64: the amount of the national currency
Page 65 and 66: (C) any Additional Financial Centre
Page 67 and 68: If, prior to the delivery of the As
Page 69 and 70: (d) (e) (f) there will at all times
Page 71 and 72: In addition, modifications and amen
Page 73 and 74: the delivery of the relevant notice
Page 75 and 76: History, Development and Organisati
Page 77 and 78: “Merger”). The Merger provides
Page 79 and 80: TAXATION OF THE NOTES Taxation Exce
Page 81 and 82: organisations, dealers in securitie
Page 83 and 84: case of a Registered Note that is a
Page 85 and 86: the terms of the Variable Interest
Page 87 and 88: in amounts equal to the annual paym
Page 89 and 90: Foreign Currency Registered Notes I
Page 91 and 92: in that year is treated as a paymen
Page 93 and 94: U.S. Federal Income Tax Treatment o
Page 95 and 96:
Part 2 Non-U.S. Holders Except wher
Page 97 and 98:
with documentation upon which the b
Page 99 and 100:
SUBSCRIPTION AND SALE Subject to th
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(iii) (iv) (v) if it is a United St
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Prospectus Directive. For the purpo
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Unrestricted Notes Each purchaser o
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PART A — CONTRACTUAL TERMS Terms
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Registered Notes only] [of at least
Page 111 and 112:
the Agency Agreement) — Interest
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(v) Issuer’s Option Period (if ap
Page 115 and 116:
elate]] 27. Physical Delivery: [App
Page 117 and 118:
[Subject as provided below] [t/T]he
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[(ii)] Estimated net proceeds: [Not
Page 121 and 122:
QUALIFIED INSTITUTIONAL BUYER, (2)
Page 123 and 124:
10. No websites that are cited or r
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